Section 13 Alteration of
Memorandum - Indian Companies Act 2013
As per Section 13 of
Act 2013 a company can alter its memorandum as provided in Section 61 of the Act
by passing special resolution and complying with the provisions in the Act. Provisions in the Indian
Companies Act 2013 regarding Alteration of Memorandum of the company is as under.
(1) Save as
provided in section 61, a company may, by a special resolution and after
complying with the procedure specified in this section, alter the provisions of
(2) Any change in the name of a company shall be subject to the provisions of
(2) and (3) of section 4 and shall not have effect except with the approval of
the Central Government in writing:
Provided that no such approval shall be necessary where the only change in the
name of the company is the deletion there from, or addition thereto, of the word
Private, consequent on the conversion of any one class of companies to another
class in accordance with the provisions of this Act.
(3) When any change in the name of a company is made under sub-section (2), the
Registrar shall enter the new name in the register of companies in place of the
old name and issue a fresh certificate of incorporation with the new name and
the change in the name shall be complete and effective only on the issue of such
(4) The alteration of the memorandum relating to the place of the registered
office from one State to another shall not have any effect unless it is approved
by the Central Government on an application in such form and manner as may be
(5) The Central Government shall dispose of the application under sub-section
(4) within a period of sixty days and before passing its order may satisfy
itself that the alteration has the consent of the creditors, debenture-holders
and other persons concerned with the company or that the sufficient provision
has been made by the company either for the due discharge of all its debts and
obligations or that adequate security has been provided for such discharge.
(6) Save as provided in section 64, a company shall, in relation to any
alteration of its memorandum, file with the Registrar
(a) the special resolution passed by the company under sub-section (1);
(b) the approval of the Central Government under sub-section (2), if the
alteration involves any change in the name of the company.
(7) Where an alteration of the memorandum results in the transfer of the
registered office of a company from one State to another, a certified copy of
the order of the Central Government approving the alteration shall be filed by
the company with the Registrar of each of the States within such time and in
such manner as may be prescribed, who shall register the same, and the Registrar
of the State where the registered office is being shifted to, shall issue a
fresh certificate of incorporation indicating the alteration.
(8) A company, which has raised money from public through prospectus and still
has any unutilised amount out of the money so raised, shall not change its
objects for which it raised the money through prospectus unless a special
resolution is passed by the company and
(i) the details, as
may be prescribed, in respect of such resolution shall also be published in the
newspapers (one in English and one in vernacular language) which is in
circulation at the place where the registered office of the company is situated
and shall also be placed on the website of the company, if any, indicating
therein the justification for such change;
(ii) the dissenting shareholders shall be given an opportunity to exit by the
promoters and shareholders having control in accordance with regulations to be
specified by the Securities and Exchange Board.
(9) The Registrar shall register any alteration of the memorandum with respect
to the objects of the company and certify the registration within a period of
thirty days from the date of filing of the special resolution in accordance with
clause (a) of sub-section (6) of this section.
(10) No alteration made under this section shall have any effect until it has
been registered in accordance with the provisions of this section.
(11) Any alteration of the memorandum, in the case of a company limited by
guarantee and not having a share capital, purporting to give any person a right
to participate in the divisible profits of the company otherwise than as a
member, shall be void.